Item C25 C.25
County of Monroe P W
;� w 1rJ� BOARD OF COUNTY COMMISSIONERS
r,�� Mayor Craig Cates,District 1
The Florida Keys Mayor Pro Tem Holly Merrill Raschein,District 5
y Michelle Lincoln,District 2
James K.Scholl,District 3
Ij David Rice,District 4
County Commission Meeting
February 15, 2023
Agenda Item Number: C25
Agenda Item Summary #11711
BULK ITEM: Yes DEPARTMENT: Budget and Finance
TIME APPROXIMATE: STAFF CONTACT: John Quinn 3052924464
N/A
AGENDA ITEM WORDING: Approval of an agreement with PFM Financial Advisors LLC for
financial advisory services.
ITEM BACKGROUND: PFM Financial Advisors LLC (PFM) has served as the County's advisor
on financial issues. The scope of services includes assisting the County in the formulation of
financial and debt policies; reviewing debt structure and making recommendations regarding
restructuring in order to minimize costs of borrowing; identification of funding sources for
infrastructure needs; and guidance with debt issuance, including identification and evaluation of
lenders. The fees are: (a) $2,500 per month for general financial planning and policy development
services, (b) $1.00 per $1,000 of debt issued for debt issuances, and (c) an hourly rate for Special
Services as defined in the contract. The proposed contract has a term of three (3)years.
PREVIOUS RELEVANT BOCC ACTION:
The Board approved a one-year contract with PFM Financial Advisors LLC for financial advisory
services on March 16, 2022.
The Board approved a five-year contract with PFM Financial Advisors LLC for financial advisory
services on January 18, 2017.
In October 2015, the BOCC granted approval to Strategic Planning to issue an RFQ for financial
advisory services. The RFQ was issued by Strategic Planning. Numerous responses were received. A
selection committee constituted in accordance with the Monroe County Purchasing Policy reviewed
the responses and ranked the respondents. In February 2016, the BOCC approved the
recommendation of the selection committee, which was to commence negotiations with PFM as top-
ranked respondent. Subsequently, negotiations were conducted with PFM, which advised that it
would continue to perform the services requested in the Scope of Services for the same price as the
previous contract.
CONTRACT/AGREEMENT CHANGES:
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STAFF RECOMMENDATION: Approval
DOCUMENTATION:
PFM Financial Advisors LLC - 2023 Contract
FINANCIAL IMPACT:
Effective Date: January 18, 2023
Expiration Date: January 17, 2026
Total Dollar Value of Contract: $90,000.00
Total Cost to County: TBD
Current Year Portion: $22,500.00
Budgeted: YES
Source of Funds: 001-00101-SC_00036
CPI:
Indirect Costs:
Estimated Ongoing Costs Not Included in above dollar amounts:
Revenue Producing: If yes, amount:
Grant: N/A
County Match:
Insurance Required:
Additional Details:
REVIEWED BY:
Tina Boan Completed 01/30/2023 2:21 PM
Christine Limbert Completed 01/30/2023 4:08 PM
Lindsey Ballard Completed 01/30/2023 4:20 PM
Board of County Commissioners Pending 02/15/2023 9:00 AM
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AN AGREEMENT BETWEEN MONROE COUNTY, FLORIDA
AND PFM FINANCIAL ADVISORS LLC
FOR FINANCIAL ADVISORY SERVICES
This Agreement made and entered into this day of February 2023, by and between Monroe County
Board of County Commissioners (hereinafter called the "County") and PFM Financial Advisors LLC, a
foreign limited liability company authorized to do business in the State of Florida(hereinafter called the
"Financial Advisor" or "PFM") sets forth the terms and conditions under which the Financial Advisor
shall provide services.
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WITNESSETH U
WHEREAS, the County and PFM have had an ongoing contractual relationship whereby PFM provides
financial advisory services; and
WHEREAS,the County wishes to continue to contract with PFM for financial advisory services; and
WHEREAS, in accordance with Monroe County Code and the Monroe County Purchasing Policy due S
to qualitative considerations the Board hereby waives the competitive solicitation requirement for these U_
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professional services;
WHEREAS, this professional services agreement will be at the same rates as the 2017 agreement for a
three-year period effective retroactively to January 18, 2023 to avoid a lapse in services; and
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WHEREAS, the County and PFM have mutually agreed to the terms and conditions under which PFM
will provide financial advisory services to the County.
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NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements stated
herein and for good and valuable consideration, the sufficiency of which is hereby acknowledged, the 0
parties agree as follows:
I. SCOPE OF SERVICES
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PFM shall provide, upon request of the County Administrator or Count y Commission, services related S
to financial planning and policy development and services related to debt issuance. The services 2
provided shall include but not necessarily be limited to the following: 0-
1) Services related to Financial Planning and Policy Development upon request of the
County:
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a) Assist the County in the formulation of Financial and Debt Policies and Administrative
Procedures.
b) Review current debt structure, identifying strengths and weaknesses of structure so that
future debt issues can be structured to maximize ability to finance future capital needs. This will
include, but not be limited to, reviewing existing debt for the
possibility of refunding that debt to provide the County with savings.
c) Analyze future debt capacity to determine the County' s ability to raise future debt
capital.
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d) Assist the County in the development of the County' s Capital Improvement Program by
identifying sources of capital funding for infrastructure needs.
e) Assist the County with the development of the County's Financial Plan by assessing
capital needs, identifying potential revenue sources, analyze financing alternatives such as pay-
as-you-go, lease/purchase, short-term vs. long-term financing assessments, user fees, impact
fees, developer contributions,public/private partners hips and grants. Provide budgetary and
financial impact analysis of each alternative as required.
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f) Develop, manage, and maintain computer models for long-term capital planning which U
provide for inputs regarding levels of ad valorem and non-ad valorem taxation, growth rates by
operating revenue and expenditure item, timing, magnitude, cost of debt 0
issuance,project operating and capital balances, selected operative and debt ratios and other
financial performance measures as may be determined by the County.
g) Provide debt service schedules reflecting varying interest rates, issue sizes and maturity C
structures as needed for feasibility consultants or for related County fiscal planning. 9
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h) Attend meetings with staff, consultants, and County Commission. The County will make
reasonable efforts to schedule meetings and consolidate issues to minimize travel of Financial
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Advisor.
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i) Review underwriter' s proposals and submit a written analysis of same to the County. U
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j) Undertake any and all other financial planning and policy development assignments N
requested by County regarding bond and other financings, financial policy including budget, tax, U
cash management issues and related fiscal policy and programs.
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k) Assist the County in preparing financial presentations for public hearings and/or
referendums.
1) Provide special financial services as requested by the County.
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2) Services related to Debt Transactions (includes short-term financing notes,loans,letters of
credit, lines of credit and bonds.) Upon request of the County: 0-
a) Analyze financial and economic factors to determine if the issuance of bonds is
appropriate.
b) Develop a financing plan in concert with the County's staff to include recommendations
as to the timing and number of series of bonds to be issued.
c) Assist the County by recommending the best method of sale, either as a negotiated sale,
private placement, or a public sale. In the case of a public sale, make recommendations as to the
determination of the best bid. For a negotiated sale, assist in the solicitation, review, and
evaluation of any investment banking proposals, and provide advice and information necessary
to aid in such selections.
d) Advise as to the various financing alternatives available to the County.
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e) Develop alternatives related to debt transactions including evaluation of revenues
available, maturity schedules and cash flow requirements.
f) Identify key bond features and advise on provisions regarding security, reserve fund,
flow of funds, redemption provisions, additional parity debt tests, etc.
g) Evaluate benefits of bond insurance and/or security insurance for debt reserve fund.
h) If necessary, develop credit rating presentation and coordinate with the County the U
presentation to the rating agencies. U
i) Assist the County in the procurement of other services relating to debt issuance such as 0
printing,paying agent, registrar, etc.
j) Review the reports of accountants, independent engineers and other project feasibility
consultants to ensure that such studies adequately address technical, economic and financial risk C
factors affecting marketability of any proposed revenue debt issues;provide bond market E
assumptions necessary for financial projections included in these studies; attend all relevant U_
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working sessions regarding the preparations, review and completion of such independent
studies; and provide written comments and recommendations regarding assumptions, analytic
methods and conclusions contained therein.
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k) Review the requirements and submit analysis of insurance, rating agencies and other U
professionals as they pertain to the County' s debt obligations. N
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1) Review the terms, conditions and structure of any proposed debt offering undertaken by U
the County and provide suggestions, modifications, and enhancements where appropriate and
necessary to reflect the constraints of current financial policy and fiscal capability. 0
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m) Provide regular updates on tax-exempt bond market conditions and advise the County as
to the most advantageous timing for debt issuance.
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n) Assist and advise the County in negotiations with investment banks regarding fees,
pricing of bonds and final terms of any security offering and provide written recommendation 2
regarding a proposed offering. Provide assurance that the pricing is the most advantageous at
time of issuance.
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3) Special Services. Upon request of the County:
a) Impact fee financial analysis.
b) Review of County proposals for grants.
c) Rate analysis.
d) Budget and financial management analysis.
e) Referendum assistance.
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f) Legislative initiatives.
g) Other, as requested.
IL WORK SCHEDULE
The services of the Financial Advisor are to commence as soon as practicable after the execution of this
Agreement and a request by the County for such service and shall be undertaken for each financial
transaction or project and completed as to assure completion in a manner and time which are in
accordance with the purpose of this Agreement. U
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Services which are not related to a particular transaction shall be completed as agreed between the
County and the financial Advisor. 0
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III. REGISTERED MUNICIPAL ADVISOR; REQUIRED DISCLOSURES
1. PFM is a registered municipal advisor with the Securities and Exchange Commission (the
"SEC") and the Municipal Securities Rulemaking Board (the " MSRB"),pursuant to the
Securities Exchange Act of 1934 Rule 1513al-2. If Client has designated PFM as its IRMA for U-
purposes of SEC Rule 15Ba I - I (d)(3)(vi) (the " IRMA exemption"), then services provided U-
pursuant to such designation shall be the services described in Exhibit A hereto, subject to any
limitation s described thereon. PFM shall not be responsible for and shall be held harmless from
and against any party in connection with, verifying that PFM is independent from any other
party seeking to rely on the IRMA exemption (as such independent status is required pursuant to U
the IRMA exemption, as interpreted from time to time by the SEC). Client acknowledges and N
agrees that any reference to PFM, its personnel, and its role as IRMA, including in the written N
representation of Client required under SEC Rule 15Bal-l(d)(3)(vi)(B) shall be subject to prior U
approval by PFM. Client further agrees not to represent that PFM is Client' s IRMA with respect
to any aspect of a municipal securities issuance or municipal financial product, outside of the 0
scope of services without PFM's prior written consent. >
2. MSRB Rule G-42 requires that municipal advisors make written disclosures to its Clients of all
material conflicts of interest and certain legal or disciplinary events. Such disclosures are
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provided in PFM's Disclosure Statement delivered to Client together with this Agreement.
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IV. FINANCIAL ADVISORY COMPENSATION
For the services described, PFM's professional fees and expenses shall be paid as follows:
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1. For services related to financial planning and policy development the County shall pay PFM
$2,500 monthly for unlimited services.
2. For services related to Debt Transaction, (including Bonds but excluding resource recovery)
PFM shall receive $1.00 per $1,000 of debt issued with a minimum transaction fee of$25,000
per transaction. For a refunding and competitive issue, PFM's fee will be an additional $7,500
per transaction per service.
3. For services related to Special Services, PFM shall receive an hourly rate as outlined below:
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HOURLY RATE FEE
Managing Director $175.00
Senior Managing Consultant $ 160.00
Managing Consultant $ 150.00
Consultant $ 130.00
Analyst $ 110.00
Clerical No charge
Administrative No charge
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Reimbursable Expense U
In addition to the above, PFM will be compensated for necessary, reasonable, and documented out-of-
pocket expense incurred for travel, meals, lodging as in the amounts authorized by Section 112.061, 0
Florida Statutes, telephone, mail, and other ordinary cost and any actual extraordinary cost for graphics,
printing, data processing and computer time which are incurred by PFM. Appropriate documentation <
will be provided.
For services and expenses related to financial planning, PFM will invoice the County monthly.
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For services related to Debt Transaction the County will be invoiced by PFM upon completion of the
transaction to be paid from the proceeds of the financing.
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The County and the Financial Advisor reserve the right, during the term of this Agreement, to review
the method of compensation. U
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PFM shall submit to the County invoices with supporting documentation that are acceptable to the
Clerk. Acceptability to the Clerk is based on generally accepted accounting principles and such laws, U
rules, and regulations as may govern the Clerk's disbursal of funds.
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Monroe County's performance and obligations to pay under this contract is contingent upon an annual
appropriation by the BOCC
V. TERMS AND TERMINATION
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This agreement shall be for a term of three (3)years commencing retroactively on January 18, 2023
("Effective Date") and expiring on January 18, 2026 with an option to renew for an additional two (2) 0-
year period.
A. In the event that PFM shall be found to be negligent in any aspect of service, the COUNTY shall
have the right to terminate this agreement after five days written notification to the PFM.
B. Either of the parties hereto may cancel this Agreement without cause by giving the other party
thirty (30) days written notice of its intention to do so.
C. Termination for Cause and Remedies: In the event of breach of any contract terms, the
COUNTY retains the right to terminate this Agreement. The COUNTY may also terminate this
agreement for cause with PFM should PFM fail to perform the covenants herein contained at the
time and in the manner herein provided. In the event of such termination,prior to termination,
the COUNTY shall provide PFM with five (5) calendar days' notice and provide the PFM with
an opportunity to cure the breach that has occurred. If the breach is not cured, the A
will be terminated for cause. If the COUNTY terminates this agreement with the PF Packet Pg. 1032
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COUNTY shall pay PFM the sum due the PFM under this agreement prior to termination, unless
the cost of completion to the COUNTY exceeds the funds remaining in the contract; however,
the COUNTY reserves the right to assert and seek an offset for damages caused by the breach.
The maximum amount due to PFM shall not in any event exceed the spending cap in this
Agreement. In addition, the COUNTY reserves all rights available to recoup monies paid under
this Agreement, including the right to sue for breach of contract and including the right to pursue
a claim for violation of the COUNTY's False Claims Ordinance, located at Section 2-721 et al.
of the Monroe County Code.
D. Termination for Convenience: The COUNTY may terminate this Agreement for convenience, U
at any time, upon 30 days' notice to PFM. If the COUNTY terminates this agreement with the U
PFM, COUNTY shall pay PFM the sum due the PFM under this agreement prior to termination,
unless the cost of completion to the COUNTY exceeds the funds remaining in the contract. The
maximum amount due to PFM shall not exceed the spending cap in this Agreement
E. For Contracts of any amount, if the County determines that PFM has submitted a false
certification under Section 287.135(5), Florida Statutes or has been placed on the Scrutinized
Companies that Boycott Israel List, or is engaged in a boycott of Israel, the County shall have
the option of 1 terminating the Agreement after it has given PFM written notice and an U-
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opportunity to demonstrate the agency's determination of false certification was in error U-
pursuant to Section 287.135(5)(a), Florida Statutes, or(2)maintaining the Agreement if the
conditions of Section 287.135(4), Florida Statutes, are met.
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F. For Contracts of$1,000,000 or more, if the County determines that PFM submitted a false U
certification under Section 287.135(5), Florida Statutes, or if the PFM has been placed on the N
Scrutinized Companies with Activities in the Sudan List, the Scrutinized Companies with N
Activities in the Iran Petroleum Energy Sector List, or been engaged in business operations in U
Cuba or Syria, the County shall have the option of(1)terminating the Agreement after it has
given PFM written notice and an opportunity to demonstrate the agency's determination of false 0
certification was in error pursuant to Section 287.135(5)(a), Florida Statutes, or(2) maintaining .5
the Agreement if the conditions of Section 287.135(4), Florida Statutes, are met. <
VI. ASSIGNABILITY
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The Financial Advisor- shall not assign any interest in this Agreement or subcontract any of the work
performed under the Agreement and shall not transfer any interest in the same without the prior written CL
consent of the County.
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VII. INFORMATION TO BE FURNISHED TO THE FINANCIAL ADVISOR
All information, data, and reports in the possession of the County necessary for carrying out the work to
be performed under this Agreement shall be furnished to the Financial Advisor without charge by the
County, and the County shall cooperate with the Financial Advisor in every way possible.
VIIL NOTICES
When either party desires to give notice unto the other, it must be given by written notice, sent by
registered United States mail, with return receipt requested, addressed to the parry for whom it is
intended, at the place last specified, and the place for giving notice in compliance with the provisions of
this paragraph. For the present, the parties designate the following as the respective places f
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notice, to-wit:
FOR MONROE COUNTY:
Mr. Roman Gastesi County Administrator 1100 Simonton St.
Key West, FL 33040
FOR THE FINANCIAL ADVISOR:
Mr. Sergio Masvidal
PFM Financial Advisors LLC 2222 Ponce De Leon Blvd.
Third Floor U
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Coral Gables, FL 33134 U
IX. TITLE TRANSFER 0
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The products of this Agreement shall be the sole and exclusive property of the County upon completion
or other termination of this Agreement. The Financial Advisor shall deliver to the County copies of any ra
and all material pertaining to the Agreement.
X. FINANCIAL ADVISOR'S REPRESENTATIVES
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A. Assignment of Named Individuals
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The following named individuals from PFM shall provide the services set forth in this Agreement:
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Sergio Masvidal, Managing Director - Engagement Manager N
Nicklas Rocca, Director- Senior Project Support N
Pedro Varona, Sr. Managing Consultant- Analytical and Technical Support U
Todd Frazier, CFA, Managing Director and Head of PFM's Pricing Group -Pricing Group
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B. Changes in Staff Requested by the County
The County has the right to request, for any reason, PFM to replace any member of the advisory staff.
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Should the County make such a request, PFM shall promptly suggest a substitute for approval by the
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County. 2
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XI. INDEMNIFICATION
PFM shall defend, indemnify, and hold harmless the County as outlined below. PFM covenants and
agrees to indemnify, hold hamlless and defend Monroe County, its commissioners, officers, employees,
agents and servants from any and all claims for bodily injury, including death,personal injury, and
property damage, including damage to property owned by Monroe County, and any other losses,
damages, and expenses of any kind, including attorney's fees, court costs and expenses, which arise out
of, in connection with, or by reason of services provided by PFM or any of its subcontractor(s),
occasioned by the negligent errors, or other intentionally wrongful acts or omissions of PFM, its
subcontractor(s), their officers, employees, servants or agents.
In the event that the service is delayed or suspended as a result of PFM' s failure to purchase or maintain
the required insurance, PFM shall indemnify the County from any and all increased expenses resulting
from such delay.
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The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements
contained elsewhere within this agreement.
XII. FINANCIAL ADVISOR'S REPRESENTATIVES --INSURANCE
PFM shall be responsible for all necessary insurance coverage as indicated below. Certificates of
Insurance must be provided to Monroe County, with Monroe County BOCC listed as additional insured
as indicated prior to the County's execution of the contract.
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Policies shall be written by companies licensed to do business in the State of Florida and having an U
agent for service of process in the State of Florida. Companies shall have an A.M. Best rating of A- or
better. The required insurance shall be maintained at all times 0
while PFM is providing service to County.
Worker' s Compensation Statutory Limits
Employers ' Liability Insurance
BodilyInjury b Accident $500 000 U_
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Bodily Injury by Disease,policy limits $500,000
Bodily Injury by Disease, each employee $500,000
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General Liability, including
Premises Operation U
Products and Completed Operations Blanket Contractual Liability
Personal Injury Liability
Expanded Definition of Property Damage U
The policy shall provide minimum limits of$500,000 Combined Single Limit.
If split limits are provided, the minimum limits acceptable shall be: 0
$300,000 per person
$500,000 per occurrence
$200,000 property damage
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Vehicle Liability
(non-owned and hired vehicles) $300,000 Combined Single Limit.
If split limits are provided, the minimum limits acceptable shall be:
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$200,000 per person
$300,000 per occurrence
$200,000 property damage
Professional Liability $1,000,000 per Claim
$2,000,000 Aggregate
Monroe County shall be named as an Additional Insured on the General Liability policy.
All insurance policies are not subject to cancellation, nonrenewal, material change, or reduction in
coverage unless a minimum of(30) days prior notification is given to the County by the
insurer, with the following exception:
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Professional liability is non-cancellable except for nonpayment of premium.
XIII. MAINTENANCE OF RECORD
PFM shall maintain all books, records, and documents directly pertinent to performance under this
Agreement in accordance with generally accepted accounting principles consistently applied. Each parry
to this Agreement or their authorized representatives shall have reasonable and timely access to such
records of each other party to this Agreement for public records purposes during the term of the
Agreement and for four years following the termination of this Agreement.
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XIV. PUBLIC RECORDS COMPLIANCE U
Pursuant to F.S. 119.0701, PFM and its subcontractors shall comply with all public records laws of the
State of Florida, including but not limited to the obligation to: 0
a. Keep and maintain public records required by Monroe County in order to perform the service.
b. Upon request from the public agency's custodian of public records, provide the public agency
with a copy of the requested records or allow the records to be inspected or copied within a
reasonable time at a cost that does not exceed the cost provided in Florida Statutes, Chapter 119 a
or as otherwise provided by law. cu
c. Ensure that public records that are exempt or confidential and exempt from public records U_
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disclosure requirements are not disclosed except as authorized b y law for the duration of the
contract term and following completion of the contract if PFM does not transfer the records to
the public agency.
d. Upon completion of the contract, transfer, at no cost, to Monroe County all public records in
possession of PFM or keep and maintain public records required by the public agency to U
perform the service. If PFM transfers all public records to the public agency upon completion of
the contract, PFM shall destroy any duplicate public records that are exempt or confidential and
exempt from public records disclosure requirements. If PFM keeps and maintains public records U
upon completion of the contract, PFM shall meet all applicable requirements for retaining public
records. All records stored electronically must be provided to Monroe County, upon request 0
from the public agency's custodian of records, in a format that is compatible with the
information technology systems of Monroe County.
IF PFM HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA
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STATUTES, TO PFM'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS E
CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, BRIAN BRADLEY, AT 2
(305)292-3470, bradley-brian@monroecounty-fl.gov, c/o Monroe County Attorney's Office, 1111 12th 0-
St., Suite 408, Key West FL 33040.
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XV. GOVERNING LAW,VENUE, INTERPRETATION, COSTS,AND FEES U
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This Agreement shall be governed by and construed in accordance with the laws of the State of Florida
applicable to contracts made and to be performed entirely in the State. In the event that any cause of
action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement,
the County and PFM agree that venue will lie in the appropriate court or before the appropriate
administrative body in Monroe County, Florida. The County and PFM agree that, in the event of
conflicting interpretations of the terms or a term of this Agreement by or between any of them the issue
shall be submitted to mediation prior to the institution of any other administrative or legal proceeding.
XVL SEVERABILITY
If any term, covenant, condition or provision of this Agreement(or the application thereof to any
circumstance or person) shall be declared invalid or unenforceable to any extent by a court o
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jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be
affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be
valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the
remaining terms, covenants, conditions and provisions of this Agreement would prevent the
accomplishment of the original intent of this Agreement. The County and PFM agree to reform the
Agreement to replace any stricken provision with a valid provision that comes as close as possible to the
intent of the stricken provision.
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XVII. ATTORNEY'S FEES AND COSTS
The County and PFM agree that in the event any cause of action or administrative proceeding is U
initiated or defended by any parry relative to the enforcement or interpretation of this Agreement, the U
prevailing parry shall be entitled to reasonable attorney's fees, court costs, investigative, and out-of-
pocket expenses, as an award against the non-prevailing parry, and shall include attorney's fees, courts 0
costs, investigative, and out-of-pocket expenses in appellate proceedings. Mediation proceedings
initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of <
Civil Procedure and usual and customary procedures required by the 16th Judicial Circuit Court in and ra
for Monroe County.
XVIII. BINDING EFFECT
The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of
the County and PFM and their respective legal representatives, successors, and assigns.
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XIX. AUTHORITY
Each party represents and warrants to the other that the execution, delivery and performance of this U
Agreement have been duly authorized by all necessary County and corporate action, as required by law.
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XX. CLAIMS FOR FEDERAL OR STATE AID. U
PFM and County agree that each shall be, and is, empowered to apply for, seek, and obtain
federal and state funds to further the purpose of this Agreement. Any conditions imposed as a 0
result of funding that effect the services provided for here will be provided to the other parry.
XXI. ADJUDICATION OF DISPUTES OR DISAGREEMENTS.
County and PFM agree that all disputes and disagreements shall be attempted to be resolved by
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meet and confer sessions between representatives of each of the parties. The County and PFM
representatives shall try to resolve the claims or dispute with meet and confer sessions. If the 2
issue or issues are still not resolved to the satisfaction of the parties, then any parry shall have 0-
the right to seek such relief or remedy as may be provided by this Agreement or by Florida law.
This Agreement is not subject to arbitration. This provision does not negate or waive the
provisions regarding termination or cancellation of this agreement.
XXII. NONDISCRIMINATION.
County and PFM agree that there will be no discrimination against any person, and it is
expressly understood that upon a determination by a court of competent jurisdiction that
discrimination has occurred, this Agreement automatically terminates without any further action
on the part of any party, effective the date of the court order. PFM and County agree to comply
with all Federal and Florida statutes, and all local ordinances, as applicable, relating to
nondiscrimination. These include but are not limited to: 1) Title VII of the Civil Rights Act of
1964 (PL 88-352)which prohibits discrimination in employment on the basis of race, color,
religion, sex, and national origin; 2) Title IX of the Education Amendment of 1972, as amended
(20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis
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Section 504 of the Rehabilitation Act of 1973, as amended(20 USC s. 794), which prohibits
discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended
(42 USC ss. 6101- 6107)which prohibits discrimination on the basis of age; 5) The Drug Abuse
Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the
basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention,
Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to
nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act
of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to
confidentiality of alcohol and drug abuse patient records; 8) Title VIH of the Civil Rights Act of
1968 (42 USC s.3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or U
financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 12101 Note), U
as may be amended from time to time, relating to nondiscrimination on the basis of disability;
10) Monroe County Code, Chapter 14, Article II, which prohibits discrimination on the basis of
race, color, sex, religion, disability, national origin, ancestry, sexual orientation, gender identity A
or expression, familial status or age; 11) Any other nondiscrimination provisions in any Federal <
or state statutes which may apply to the parties hereto, or the subject matter of, this Agreement. ra
XXIII. COOPERATION.
In the event any administrative or legal proceeding is instituted against either parry relating to
the formation, execution,performance, or breach of this Agreement, County and PFM agree to U-
participate, to the extent required by the other parry, in all proceedings, hearings,processes,
meetings, and other activities related to the substance of this Agreement or provision of the
services under this Agreement. County and PFM specifically agree that no parry to this
Agreement shall be required to enter into any arbitration proceedings related to this Agreement. U
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XXIV. COVENANT OF NO INTEREST.
County and PFM covenant that neither presently has any interest, and shall not acquire any U
interest, which would conflict in any manner or degree with its performance under this
Agreement, and that only interest of each is to perform and receive benefits as recited in this 0
Agreement. >
XXV. CODE OF ETHICS.
County agrees that officers and employees of the County recognize and will be required to
CU
comply with the standards of conduct for public officers and employees as delineated in Section S
112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing 2
business with one's agency; unauthorized compensation; misuse of public position, conflicting 0-
employment, or contractual relationship; and disclosure or use of certain information.
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XXVI. NO SOLICITATION/PAYMENT.
The County and PFM warrant that, in respect to itself, it has neither employed nor retained any
company or person, other than a bona fide employee working solely for it, to solicit or secure
this Agreement and that it has not paid or agreed to pay any person, company, corporation,
individual, or firm, other than a bona fide employee working solely for it, any fee, commission,
percentage, gift, or other consideration contingent upon or resulting from the award or making of
this Agreement. For the breach or violation of the provision, PFM agrees that the County shall
have the right to terminate this Agreement without liability and, at its discretion, to offset from
monies owed, or otherwise recover, the full amount of such fee, commission,percentage, gift, or
consideration.
XXVIL PUBLIC ACCESS.
Packet Pg. 1038
11
C.25.a
The County and PFM shall allow and permit reasonable access to, and inspection of, all
documents,papers, letters, or other materials in its possession or under its control subject to the
provisions of Chapter 119, Florida Statutes, and made or received by the County and PFM in
conjunction with this Agreement; and the County shall have the right to unilaterally cancel this
Agreement upon violation of this provision by PFM.
XXVIIL NON-WAIVER OF IMMUNITY.
Notwithstanding he provisions of Sec. 286.28, Florida Statutes, the participation of the County
and PFM in this Agreement and the acquisition of any commercial liability insurance coverage,
self-insurance coverage, or local government liability insurance pool coverage shall not be U
deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered U
into by the County be required to contain any provision for waiver.
0
XXIX. PRIVILEGES AND IMMUNITIES.
All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules <
and pensions and relief, disability, workers' compensation, and other benefits which apply to the ra
activity of officers, agents, or employees of any public agents or employees of the County, when C
performing their respective functions under this Agreement within the territorial limits of the cu
County shall apply to the same degree and extent to the performance of such functions and U_
duties of such officers, agents, volunteers, or employees outside the territorial limits of the U_
County.
XXX. LEGAL OBLIGATIONS AND RESPONSIBILITIES:
Non-Delegation of Constitutional or Statutory Duties. This Agreement is not intended to, nor U
shall it be construed as, relieving any participating entity from any obligation or responsibility
imposed upon the entity by law except to the extent of actual and timely performance thereof by
any participating entity, in which case the performance may be offered in satisfaction of the U
obligation or responsibility. Further, this Agreement is not intended to, nor shall it be construed
as, authorizing the delegation of the constitutional or statutory duties of the County, except to 0
the extent permitted by the Florida constitution, state statute, and case law
XXXI. NON-RELIANCE BY NON-PARTIES.
No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to
CU
enforce or attempt to enforce any third-party claim or entitlement to or benefit of any service or S
program contemplated hereunder, and the County and PFM agree that neither the County nor 2
PFM or any agent, officer, or employee of either shall have the authority to inform, counsel, or 0-
otherwise indicate that any particular individual or group of individuals, entity or entities, have
entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the
community in general or for the purposes contemplated in this Agreement.
XXXII. ATTESTATIONS.
PFM agrees to execute such documents as the County may reasonably require, to include a
Public Entity Crime Statement, an Ethics Statement, and a Drug-Free Workplace Statement.
PFM affirms the following:
PUBLIC ENTITY CRIME STATEMENT. Pursuant to Section 287.133 F.S., A person or
affiliate who has been placed on the convicted vendor list following a conviction for public
entity crime may not submit a bid,proposal, or reply on a contract to provide any goods or
services to a public entity, may not submit a bid,proposal, or reply on a contract with a public
entity for the construction or repair of a public building or public work, may not sub
Packet Pg. 1039
12
C.25.a
leases of real property to public entity, may not be awarded or perform work as a contractor,
supplier, subcontractor, or consultant under a contract with any public entity, and may not
transact business with any public entity in excess of the threshold amount provided in Section
287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the
convicted vendor list.
Ethics Clause: In accordance with Section 5(b) Monroe County Ordinance No. 010-1990, PFM
warrants that it had not employed, retained or otherwise had act on his/its behalf any former
County officer or employee subject to the prohibition of Section 2 of Ordinance No. 010-1990 or
any County officer or employee in violation of Section 3 of Ordinance No. 020-1990. For U
breach or violation of this provision the County may, in its discretion, terminate this contract U
without liability and may also, in its discretion, deduct from the contract or purchase price, or
otherwise recover the full amount of any fee, commission,percentage, gift, or consideration paid
to the former County officer or employee.
XXXIII. No Personal Liability.
No covenant or agreement contained herein shall be deemed to be a covenant or agreement of
any member, officer, agent, or employee of Monroe County in his or her individual capacity,
and no member, officer, agent, or employee of Monroe County shall be liable personally on this U-
Agreement or be subject to any personal liability or accountability by reason of the execution of U-
this Agreement.
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XXXIV. E-Verify System.
0
In accordance with F.S. 448.095, PFM and any subcontractor shall register with and shall utilize U
the U.S. Department of Homeland Security's E-Verify system to verify the work authorization N
status of all new employees hired by PFM during the term of the Contract and shall expressly N
require any subcontractors performing work or providing services pursuant to the Contract to U
likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the work
authorization status of all new employees hired by the subcontractor during the Contract term. 0
Any subcontractor shall provide an affidavit stating that the subcontractor does not employ, >
contract with, or subcontract with an unauthorized alien. PFM shall comply with and be subject <
to the provisions of F.S. 448.095
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XXXV. Execution in Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be 2
regarded as an original, all of which taken together shall constitute one and the same instrument 0-
and any of the parties hereto may execute this Agreement by singing any such counterpart.
a�
XXXVI. Section Headings.
Section headings have been inserted in this Agreement as a matter of convenience of reference
only, and it is agreed that such section headings are not a part of this Agreement and will not be
use d in the interpretation of any provision of this Agreement.
Remainder of Page Blank
Packet Pg. 1040
13
C.25.a
IN WITNESS THEREOF, the County and Financial Advisor have executed this Agreement as indicated
below,
MONROE COUNTY, FLORIDA PFM FINANCIAL ADVISORS LLC
Mayor Cates Sergio Masvidal, Managing Director
0
1/30/2023
Date Date
0
CLERK: KEVIN MADOK
ATTEST:
S
As Deputy Clerk
0
CD
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0
a
S
(D
E
Packet Pg. 1041
14
h01313YING AND CONFLICT OF INTEREST CLAUSE
SWORN STATEMENT UNDER ORDINANCE NO. O1Q-1S90
KAONROE COUNTY, FLORIDA
ETHICS CLAUSE
^PFM Financial Advisors LLC
(Company) U
U
. �
...warrants that he/it has not ennploved, retained or otherwise had ant on his/her behalf any
former County officer or employee in violation of Section 2 of Ordinance No. 010-1980 or any
County officer or employee in violation of Section 3 of Ordinance No. 010-1990. For breach or
violation of this provision the County nnay, in its discretion, terminate this Agreement without
. .
liability and may also, in its discretion, deduct from the Agreement or purchase phoe, or otherwise
naoowsr, the full amount of any fee, commission, permsntage. Qht. or consideration paid to the '
former County officer or employee."
�
- �
� =_
(Signature)Sergio xoasvma/, xxenagmg Director
Date: January 30 2023
Floridau�
STATE OF:
CN
COUNTY OF:� Miami-Dade CN
U
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Subscribed and sworn to (or affirmed) before me, by means of physical presence or [] online -�
notarization, on January 30. 2023
(date) by Sergio K8asvida[ Managing Director (name of affiunU,��- he is
personally known to me or has produced N/4 (type of �
` 9
identification) as identification.
Notary Public-State of Florida
Bonded through National Notary Assn. My Commission Expires: November11, 2024 '
DRUG-FREE WORKPLACE FORM
The undersigned vendor in accordance with Florida Statute 287.087 hereby certifies that:
(Name OfBusiness)
1, Publish a statement notifying employees that the unlawful manufociupo, diptribudon,
d|Sp8DG|Og. pOSS8SSiOn. or use of controlled substance is prohibited in the workplace
and specifying the actions that will be taken against employees for violations of such
prohibition. U
2. Inform employees about the dangers of drug abuse in the workplace, the business' policy U
of maintaining e drug-free vvorkp|goe, any available drug counoe|ing, rehabilitation, and
employee assistance programs, and the penalties that may be imposed upon employees
for drug abuse violations,
3, Give each employee engaged in providing the commodities or contractual services that
are under bid a copy of the statement specified in subsection (1).
4� In the statement specified in subsection (1), notify the employees that, as a condition of '
working on the commodities or contractual services that are under bid, the employee will
abide by the terms of the statement and will notify the employer of any conviction of. or �
~plea of guilty or no|o nontenderm to, any violation of Chapter 893 (Florida Statutes) or of U_
any controlled substance |avv of the United States or any state, for a violation occurring in U_
the workplace no later than five (5) days after such conviction.
5. Impose a sanction on, or require the satisfactory participation in a drug abuse assistance
or rehabilitation program if such is available in the employee's community. or any
employee who issoconvicted, 0
O. Make a good faith effort to continue to maintain o drug-free workplace through U
implementation of this section. CN
w
As the person authorized to sign the statement, I certify that this firm complies fully with the above '
�
requirements.
~
(Signature)Sergio xxaev/o /, Managing u|naoznr �
�
Dote: January 3O` 2O23
STATE OF: Florida �
U_
COUNTY OF: Miami-Dade
Subscribed and evvonn to (or affirmed) before me, by means of [� physical pnneenms or [] online
notarization, on January 3O. 2O23 -(date)
by Sergio Masvidal, Managing Director (name ofaffiant)����—heis personally known Lo
me or has produced N/A ~�~�'(type of identification) as
identification.
0't�*:" Notary Public-state of Florida
1:ry ss,
My Commission Expires: November 11. 2024
PUBLIC ENTITY CRIME STATEMENT
"A person or affiliate who has been placed on the convicted vendor list following a conviction for
public entity crime may not submit a bid on a contract to provide any goods or services to a public
entity, may not submit a bid on a contract with a public entity for the construction or repair of
public building or public work, may not submit bids on leases of real property to public entity, may
not be awarded or perform work as a CONTRACTOR, supplier, subcontractor, or CONTRACTOR
under e contract with any public entitv, and may not transact business with any public entity in
excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period
of36 months from the date of being placed on the convicted vendor |iot." 0
U
Sergio Masvidai Manaomno.reomr/
| have read the above and state that neither ppm Financial Advisors uc (Respondent's name) —"
nor any Affiliate has been placed on the convicted vendor list within the last 36 months.
(Signature) Sergio Masvidal.Man�eging Director
~ �
[}eha: January 30. 2O23 U_
Florida
OF:
COUNTY OF: Miami-Dade U
CN
Subscribed and sworn to (or affirmed) before me, by means of 2phvoica| presence or El online CN
notarization. on January 30, 2023 (date) by
Sergio Masvidal, Managing Director (name ofaffient).CDShe is personally known to
me or has produced (type of identification) as
identification.MY Comm,Expires Nov 11,2024
CYNTHIA SILVA: U_
Notary Public-state of Florida NOTARY PUBLZ Cynthia Silva
J]
Commission
��y <�onomissionExpires:
Nov�rnb�r11. �U24 o-
C.25.a
VENDOR CERTIFICATION REGARDING SCRUTINIZED COMPANIES LISTS
Project Description(s):
Respondent Vendor Name: PFM Financial Advisors LLC
Vendor FEIN: 81-1642787
Vendor's Authorized Representative Name and Title: Sergio Masvidal,Managing Director
Address:2222 Ponce De Leon,3rd Floor
c5
City: Coral Gables State: FL Zip: 33134
Phone Number: 786.671.7480 t0
Email Address: masvidals@pfm.com U
Section 287.135, Florida Statutes prohibits a company from bidding on, submitting a proposal for, or
entering into or renewing a contract for goods or services of any amount if, at the time of contracting or >
renewal,the company is on the Scrutinized Companies that Boycott Israel List, created pursuant to Section
215.4725, Florida Statutes, or is engaged in a Boycott of Israel. Section 287.135, Florida Statutes, also
prohibits a company from bidding on, submitting a proposal for, or entering into or renewing a contract for
goods or services of$1,000,000 or more, that are on either the Scrutinized. Companies with Activities in
Sudan List or the Scrutinized. Companies with Activities in the Iran Petroleum Energy Sector Lists which LL
were created pursuant to s.215.473,Florida Statutes,or is engaged in business operations in Cuba or Syria. 2
As the person authorized to sign on behalf of Respondent, I hereby certify that the company identified
above in the Section entitled "Respondent Vendor Name" is not listed on the Scrutinized. Companies that
Boycott Israel List or engaged in a boycott of Israel and for Projects of$1,000,000 or more is not listed on
either the Scrutinized Companies with Activities in Sudan List, the Scrutinized.Companies with Activities a
in the Iran Petroleum Energy Sector List, or engaged in business operations in Cuba or Syria. U
I understand that pursuant to Section 287.135,Florida Statutes, the submission of a false certification may M
subject company to civil penalties, attorney's fees, and/or costs. I further understand that any contract with CN
the County may be terminated, at the option of the County, if the company is found to have submitted a �j
false certification or has been placed on the Scrutinized.Companies that Boycott Israel List or engaged in a
boycott of Israel or placed on the Scrutinized. Companies with Activities in Sudan List or the Scrutinized
Companies with Activities in the Iran Petroleum Energy Sector List or been engaged in business operations 0
in Cuba or Syria.
Certified.By: Sergio Masvidal who is authorized
to sign on behalf of the above referenced company.
Authorized Signature.";, _
Print Name:Sergorf�fasvidal
U-
Title:Managing Director
Note: The List are available at the following Department of Management Services Site:
httl)://www.dnis.myj-glida.com/b........u.......s......i....n........e.s,s_9 eraticns/state.jEg]]g rr� /vc�cl�s�.m.na cs� 1 ��;�>��/cc��a`�c� _ �
pg-,®did ._cl.iser inato�atcrcy_�,�an�els�a,j;pts ve��ch�rr lists
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Packet Pg. 1045